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EANS-General Meeting: Telekom Austria AG / Invitation to the General Meeting

Published: May 8, 2017; 18:01 · (FriedlNews)

We are pleased to invite our shareholders to the Annual General Meeting, which will take place on Friday, 9 June 2017, at 10:00 a.m. (CEST) at the Vienna Stadthalle, Halle F, A-1150 Vienna, Roland Rainer Platz 1.

 

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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We are pleased to invite our shareholders to the Annual General Meeting, which
will take place on Friday, 9 June 2017, at 10:00 a.m. (CEST) at the Vienna

Stadthalle, Halle F,
A-1150 Vienna, Roland Rainer Platz 1.

On the day of the Annual General Meeting, 9 June 2017, the presentation of the
agenda up until the general debate can be viewed via live webcast from 10:00
a.m. (CEST) (9:00 a.m. (BST) - London, 4:00 a.m. (CEST) - New York). After the
Annual General Meeting the recording will also be available from 5:00 p.m.
(CEST) (4:00 p.m. (BST) - London, 11:00 a.m. (CEST) - New York).

Agenda

Agenda Item 1: Presentation of the adopted financial statements and the
management report as well as the consolidated financial statements including
the consolidated management report and the consolidated corporate governance
report, the proposal for appropriation of the net profit and the Supervisory
Board report on the fiscal year 2016.

Agenda Item 2: Resolution on the appropriation of the net profit shown in the
financial statements for the fiscal year 2016.

Agenda Item 3: Resolution on the discharge of the members of the Management
Board for the fiscal year 2016.

Agenda Item 4: Resolution on the discharge of the members of the Supervisory
Board for the fiscal year 2016.

Agenda Item 5: Resolution on the compensation for the members of the
Supervisory Board for the fiscal year 2016.

Agenda Item 6: Elections to the Supervisory Board.

Agenda Item 7: Election of the auditors of the financial statements and of the
consolidated financial statements for the fiscal year 2017.

Agenda Item 8: Change of the company's articles of association in § 16 (2) in
regard to the transmission of deposit confirmations to the company.

Shareholder information

In preparation for the forthcoming General Meeting, we are providing our
shareholders with the following documents on our website
www.telekomaustria.com/ en/ir/annual-general-meeting and
www.telekomaustria.com/en/ir/annual-reportsfrom the 21st day prior to the date
of the ordinary shareholders' meeting, hence from 19 May 2017, at the latest:

1. the annual report 2016 including the consolidated financial statements and
the consolidated management report, the financial statements of the fiscal
year 2016 including the management report, the consolidated corporate
governance report, the proposal of the Management Board for the
appropriation of the net profit and the Supervisory Board report for the
fiscal year 2016;
2. complete text of this Invitation to the General Meeting;
3. the resolution proposals for the agenda by the Management Board and the
Supervisory Board;
4. forms for proxy and revocation of proxy;
5. statements according to Sec 87 para 2 Stock Corporation Act.

Furthermore, these documents are also available to the public during business
hours (workdays 8:00 a.m. to 5:00 p.m. (CEST)) at the seat of the company,
Telekom Austria AG, A-1020 Vienna, Lassallestrasse 9. For postal delivery,
please contact our Investor Relations Department (phone +43 (0)50 664 - 47500
or e-mail hauptversammlung.2017@telekomaustria.com).

Additional items to the agenda: Shareholders whose shares collectively amount
to 5% of the share capital may request in writing (signature required) that
additional items are placed on the agenda of the General Meeting of 9 June
2017, and that these additional items are published. Each additional item must
be accompanied by a proposal for the resolution to be passed (in any event in
German and if desired in an additional language) including reasons (in German
required). In case of election of members of the Supervisory Board, the reasons
which must be attached are replaced by a declaration of the Supervisory Board
candidate according to Sec 87 para 2 Stock Corporation Act. The written request
must be submitted to Telekom Austria AG, Investor Relations Department, A-1020
Vienna, Lassallestrasse 9, at the latest by the 21st day prior to the General
Meeting (thus by 19 May 2017). The requesting shareholders must be owners of
the shares since at least 3 months prior to the date of the request. Proof of
this shall be given at the same time the request is made by means of a deposit
confirmation by the custodian bank according to Sec 10a Stock Corporation Act
in German or English that is no more than seven days old upon submission to the
company. The custodian bank shall have its registered office in a member state
of the European Economic Area (EEA) or in a full member state of the OECD.
Furthermore, the deposit confirmation must show that the requesting shareholder
has held the shares continuously for at least 3 months at the time of the date
of the request. For several shareholders who only jointly hold the required
number of shares amounting to 5% of the share capital, the deposit
confirmations for all the shareholders shall refer to the same point of time
(date and time).

Resolution proposals: Until the end of the 7th business day prior to the
General Meeting (thus by 30 May 2017), shareholders whose shares collectively
amount to at least 1% of the share capital may submit (by fax to +43 (0)50 664
9 49040 or by mail to Telekom Austria AG, Investor Relations Department, A-1020
Vienna, Lassallestrasse 9, or by e-mail to
hauptversammlung.2017@telekomaustria.com) written (i.e. in text form) proposals
for the resolutions to be passed and may request that these proposals are made
available on the company's website, together with the names of the respective
shareholders, the reasons which must be attached and a possible statement by
the Management Board or the Supervisory Board. In case of a proposal for
election of a Supervisory Board member the reasons which must be attached are
replaced by a declaration of the Supervisory Board candidate according to Sec
87 para 2 Stock Corporation Act. The Supervisory Board candidate must disclose
in such declaration his/her expert qualifications, professional or similar
functions, as well as all circumstances which might give rise to concerns of a
conflict of interests.

In order to prove the shareholder's status, the shareholder shall submit a
deposit confirmation according to Sec 10a Stock Corporation Act in German or
English from the custodian bank with registered office in a member state of the
European Economic Area (EEA) or in a full member state of the OECD. This
confirmation may not be more than 7 days old upon submission to the company.
For several shareholders who only jointly hold the required number of shares
amounting to 1% of the share capital, the deposit confirmations for all the
shareholders shall refer to the same point of time (date and time). The company
will comply with such request within 2 business days after its receipt, unless

1. it contains no reasons or the declaration according to Sec 87 para 2 Stock
Corporation Act is not provided,
2. it would lead to a resolution by the General Meeting, which is unlawful or
in contradiction to the Articles of Association,
3. a similar proposal based on the same circumstances is already accessible for
the shareholders,
4. the proposal qualifies as slander (Sec 111 Austrian Penal Code) or libel
(Sec 115 Austrian Penal Code) or the Management Board would become liable to
prosecution for making the proposal accessible,
5. the shareholders indicate that they will not attend the General Meeting and
will not be represented by anyone. The reasons do not have to be published
on the company's website, if they contain more than 5,000 characters total
or if the statement fulfils one of the elements in the above-mentioned item
4. If several shareholders deliver resolution proposals for the same item of
the agenda, the Management Board may summarise the resolution proposals and
their reasons. The resolution proposals must be submitted in any event in
German and if desired an additional language; a German version of the
reasons is required.

Please note that each shareholder is entitled to make proposals at the General
Meeting for each item of the agenda. Resolution proposals which according to
Sec 110 Stock Corporation Act have been published on the company's website
shall only be voted on if they are repeated at the General Meeting as proposals
for passing a resolution.

Right to information: Upon request at the General Meeting each shareholder
shall be granted information about the affairs of the company, if necessary to
make possible the correct evaluation of an item on the agenda. The right to
information extends to legal and business relations of the company with
affiliated companies. The right to information also extends to the status of
the group and the companies included in the consolidated financial statements.
Information rendered shall comply with the principles of diligent and accurate
accountability. The information may be refused if

1. such information - according to a reasonable economic evaluation - could be
of considerable detriment to the company or to an affiliated company, or
2. providing the information would constitute an offence. The reason for
refusing to provide information must be stated.

Participation: Shareholders may attend our General Meeting and may exercise
shareholder rights, if they are shareholders of our company at the end of the
10th day prior to the General Meeting (record date), which is 30 May 2017,
12:00 midnight (CEST) (local time Vienna). The shareholder status shall be
proven by a deposit confirmation in German or English. This deposit
confirmation must be issued by the custodian bank which has its registered
office in a member state of the European Economic Area (EEC) or in a full
member state of the OECD and shall be received by the company by the 3rd
business day prior to the General Meeting at the latest. Please note that this
deadline ends on 6 June 2017.

The deposit confirmations shall be sent to the company

- in written form and duly signed (official company signature) by mail or
courier to Telekom Austria AG, Investor Relations Department, A-1020 Vienna,
Lassallestrasse 9,
- or by e-mail to hauptversammlung.2017@telekomaustria.com (with attached pdf
form with qualified electronic signatureaccording to Sec 4 para 1 SVG),

Please note: only pdf-format is eligible for the qualified electronic
signature.

- or via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598
(alternatively 599); please indicate in the wording ISIN AT 0000720008.

Anytime beforehand in textform:

per telefax: +43 (0)50 664 9 49040 or per e-mail:
hauptversammlung.2017@telekomaustria.com (deposit confirmations in the formats
PDF, JPG, TXT and TIF can be taken into account.)

Submitting the deposit confirmation serves at the same time as registration for
the General Meeting. The deposit confirmation shall contain the following
information:

1. the issuer by reference to name (company name) and address or a code
customary in transactions between banks (e.g. BIC code),
2. the shareholder by reference to name (company name) and address, date of
birth in case of physical persons and in case of legal persons, if
applicable, registry and company registration number under which the legal
person is registered in its country of origin,
3. deposit number or, if not available, an alternative identification,
4. number of shares held by the shareholder, ISIN (please indicate in the
wording ISIN AT 0000720008),
5. explicit confirmation that the deposit confirmation refers to the record
date, which is 30 May 2017, 12:00 midnight (CEST) (local time Vienna).

Shareholders may nominate representatives. The proxy or the revocation of a
proxy may be sent to the company by mail to Telekom Austria AG, Investor

Relations Department,
A-1020 Vienna, Lassallestrasse 9, by fax to +43 (0)50 664 9 49040 or by e-mail

to hauptversammlung.2017@telekomaustria.com (proxy or revocation of a proxy
attached as a PDF-file). The proxy or the revocation of a proxy may also be
sent via SWIFT as following: SWIFT GIBAATWGGMS, Message Type MT598
(alternatively 599); please indicate in the wording ISIN AT 0000720008. The
proxy or the revocation of the proxy has to be submitted to the company by 4:00
p.m. (CEST) on the day prior to the General Meeting (thus by 8 June 2017).
Thereafter, the proxy or the revocation must be brought personally for
registration to the venue of the General Meeting. For the proxy or its
revocation at least text form is required. If the shareholder has granted
authority to his custodian bank, it is sufficient if this bank makes an
additional statement along with the deposit confirmation that the shareholder
has given authority to the bank. In order to facilitate the handling of the
proxies we recommend the use of the forms available on our website.

An additional service is available for shareholders: a representative of the
Austrian Shareholder Association IVA, Feldmühlgasse 22/4, A-1130 Vienna, will
serve as an independent proxy bound to comply with instructions from the
shareholder in exercising the shareholder's voting rights. On the part of IVA,
Mag. Dr. Wilhelm Rasinger has been named to represent these shareholders. To
authorise Mag. Dr. Wilhelm Rasinger to serve as the proxy, a special proxy form
is available for downloading on the website of the Company at
www.telekomaustria.com/en/ir/annual-general-meeting, which must be received by
the Company only at one of the above-mentioned addresses (fax, e-mail, mail,
SWIFT). In addition, it is possible for the shareholder to directly contact
Mag. Dr. Wilhelm Rasinger by phone at +43 (0) 1 8763343 - 30 or by e-mail
wilhelm.rasinger@iva.or.at.

The shareholder is required to precisely instruct Mag. Dr. Wilhelm Rasinger how
he (or a designated authorised sub-representative) has to exercise the
shareholder's voting rights. Mag. Dr. Wilhelm Rasinger will exercise the voting
rights of the shareholder exclusively on the basis of the instructions
submitted by the shareholder. The proxy is to be considered invalid if no
precise instructions are contained in it. Please note that the proxy does not
accept any instructions to speak at the Annual General Meeting, to raise
objections against any resolutions, to pose questions or to make proposals at
the Annual General Meeting.

To enable smooth access and security procedure to the meeting, we ask the
participants to arrive at the venue on time before the General Meeting begins.
To identify yourself, please bring along an official photo identification. The
issuance of voting cards will start at 9:00 a.m. (CEST).

The Vienna Stadthalle can be reached easily by public transport (e.g.
underground line U6, station "Burggasse/Stadthalle").

Total number of shares and voting rights at time of invitation: The share
capital of the company amounts to Euro 1,449,274,500 and is divided into
664,500,000 no par value bearer shares. Every share grants the right to one
vote. At the time of this invitation, the company holds 415,159 treasury shares
without entitlement to vote. At the time of this invitation, the total number
of shares entitling to participation and the right to vote amounts to
664,084,841.

Paying Agent: UniCredit Bank Austria AG.

For further information please visit our website at
www.telekomaustria.com/en/ir/annual-general-meeting.

Vienna, 9 May 2017 The Management Board

International Securities Identification Number (ISIN): AT 0000720008

Further inquiry note:
Susanne Reindl
Head of Investor Relations
Telekom Austria Group
Tel.: +43 (0) 50 664 39420
E-mail: susanne.reindl@telekomaustria.com

end of announcement euro adhoc
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issuer: Telekom Austria AG
Lassallestrasse 9
A-1020 Wien

mail: investor.relations@telekomaustria.com

WWW: www.telekomaustria.com/ir
sector: Telecommunications
ISIN: AT0000720008
indexes: WBI, ATX Prime, ATX
stockmarkets: official market: Wien
language: English

Digital press kit: http://www.ots.at/pressemappe/2161/aom

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